Petro Rio S.A. HRTPF

Renzo x JG on CVM, about the next AGE and poison pill

[Rzbern]

Dear Shareholders,
Follows the News on Economic Value today:


Google Translator:

HRT will decide on "poison pill" day 24

The shareholders decide on the oil HRT assembly 24 on the withdrawal of a "poison pill" of the Company bylaws. This clause says that any investor who achieve 20% of the company has the obligation to make an offer for all the oil. Last year, the theme was present a proposal for a meeting to be held in January 2014. However, disappeared from the agenda amid the intensification of differences between two groups of shareholders which then existed in the company.

On one side was the American Discovery Fund, at the time was 17.7%. The other, Marcio Mello, creator of HRT, which has little slice of the company, but was aligned with a new shareholder, JG Petrochem, entrepreneur Nelson Tanure. JG formed a significant equity position, 19.5%, and is somehow prevented from making new purchases form, because of the poison pill - same condition faced by the Discovery at the end of last year, when the first draft came withdrawal clause.

After disagreements on the old board of directors, representatives of the American fund resigned their seats in the body and thus the vote on the removal of the poison pill status was withdrawn from the agenda without explanation. Discovery ended up selling the share in the company and JG is now the largest individual shareholder of HRT, having elected a majority on the board. And now the discussion was resumed.

The meeting was originally scheduled for June 13, but was not installed due to lack of quorum. Before that, a minority shareholder of HRT, Renzo Bernardi, asked the Securities Commission (CVM) to interrupt the course of the period of the meeting. Bernardi argued that JG would have behaved as controlling shareholder of HRT and exercising de facto power in the company. He also pointed out that the removal of the clause would break the equitable treatment of shareholders, cease to protect them against hostile takeovers, would lead to a reduction in the dispersion and liquidity of the shares and would be favoring JG Petrochem, so that neither JG or administrators of HRT should vote on the issue in the House.

The Superintendence of Corporate Relations (SEP) of CVM did not accept the request of the shareholder as it considered that the removal of the poison pill of the statute, by itself, would not be illegal. But the technical area of ??the local authority also stressed that the JG Petrochem tends to be the main beneficiary in the case of the exclusion clause, while other shareholders may also purchase above the limit provided for in the bylaws holdings.

The SEP has clarified that it is not for the CVM to position on this issue with regard to the convening of the meeting, either to act on a shareholder with less than 20% participation, but that has prevailed at general meetings, may be considered controlling shareholder. But he added that it is the very JG Petrochem determine if it is in an offside voting on the issue, subject to any further conclusion in that regard by the CVM position.

In the first call, a quorum was recorded in the minutes of 6.94% - which is to say that the JG Petrochem not participated in that first call. But the low quorum also makes it clear that if she participate is able to approve the measure alone. HRT has two other significant shareholders: Goldman Sachs International (5.24%); and Morgan Stanley (5.2%).

Sought by value, JG reported that "for legal reasons, are prevented from anticipating his vote in said meeting." But, as a shareholder, emphasizes that always support the interests of HRT in order to generate wealth for all investors of the company. JG claims to be against poison pills for considering them detrimental to the interests of the company and all its shareholders. And he emphasized that the "proposed exclusion of so-called poison pill was under review since late 2013" and therefore was not taken to meet a specific shareholder. "Any inference in this sense has no foundation in reality of the facts," he says.




https://www.valor.com.br/empresas/3587296/hrt-vai-decidir-sobre-pilula-de-veneno-dia-24#ixzz34zekzRzz


Dear, the news was in my opinion excellent news. The CVM was not positioned postponing the EGM for 15 days, which would be the maximum that the instruction CVM Instruction 372 allows even because everyone knew she would be delayed 11 days due to lack of quorum. But look at the positioning of CVM JG putting on the fire, "but added that it is up to the very JG Petrochem determine if it is in an offside voting on the issue, subject to any further conclusion in that regard by the CVM position.". This was important JG stood somehow when Discovery wanted to take a poison pill and she, JG, was against and vote for now clearly demonstrate conflict of interest, or a change in their own interest. Another point raised by the JG is that this posison pill out would already be in the study that does not translate to the facts before because when the Discovery wanted to position itself as it was the Board of the Company against and defended. Against this kind of act they invented the severance package. There is no evidences that hoped to remove the posion pill before these facts. Therefore the phrase CVM fit like a glove, JG vote for if the election may be invalidated or questioned and suffer consequences due to the placement in favor. Both the CVM leaves left this: "... subject to any further conclusion in that regard by the CVM." Things are heating up and I will not let the flame extinguish. Just want them to do not forget that I'm watching and that nothing will pass without properly monitored and questioned. The whole process of quality control and make them slightly slower but always correct decisions. See the Value himself put the Poison Pill was to be placed in January 2014 and disappeared! Just when the withdraw Discovery ... but now, with the outside Discovery, other player, JG, is the only alone who could benefit now with the changes his mind.

[robnhood]

You are tenacious Renzo. I certainly would not want have you as an adversary. Good work, and all of us minority shareholders owe you a vote of confidence and thanks.

[Rzbern]

Thank you robnhood per your words. I will do everything in search of what is right to continue to be worthy your trust. thanks Renzo